Third Wheel
by Wyrdfayth
Summary: Some year and a half after the Tenrou Island incident, Crime Sorciere is newly formed. Jellal loves his new guild, but between Ultear and Meredy, he isn't sure exactly how he measures up. Can this tiny guild find harmony among all three of its members? [ Jellal x Ultear x Meredy ]


It had been nearly six months since forming their little guild, if one could call a group of three devoted individuals such.

They shared a name, a mark, and a common purpose. But did those things really make them a guild? Jellal sometimes had reservations, but he would never be one to question when it was going so well so far. Just days ago they'd dismantled their second dark guild in such a short span. At this rate, maybe... just maybe... there could be hope for them all yet.

But for all that their achievements were something to be proud of, their relationships, he had to admit, were less so. He _had_ come to care very much for them both as friends and allies, but Ultear and Meredy were so very close; though they'd never outright said as much to him, he could tell they considered each other family. Interacting with either of them, he often felt a certain sense of inferiority, and when he was with both he often felt like the third wheel.

So it was as he traveled with Ultear today.

It was business as usual for Crime Sorcerie. Their primary objective was to take down dark guilds, but save those times when one traipsed out into the open and began making a scene, that generally required tracking them down first, and that so far had proven no small task. Currently they were traveling on the word of a source that had directed them to a contact which would likely in turn send them to yet another contact, each further away than the last.

In this case, Meredy had gone ahead by train to begin seeking their man. After all, Grimoire Heart had been notorious, but its individual members were shrouded in mystery to the masses. To all the world, Meredy was just your average pink-haired young woman. Ultear and Jellal, on the other hand, were nationally recognized criminals responsible for the destruction of the old magic council, and they would be lucky if that infamy ever stopped hounding them.

So they walked.

"Looks like we'll need to make camp," Jellal commented, a tinge of disappointment to his voice.

Ultear nodded. "Indeed. We might be able to make it by morning if we continued, but the weather looks to be turning unpleasant." Above them, dark clouds loomed. The question was less if something would fall and more whether it would be rain, sleet, or snow.

A light smirk came to Jellal's lips then. "Maybe you could use your Arc of Time to speed the passage of the clouds?"

Ultear quirked an eyebrow with her own smirk. "Of course. Or you could use your Heavenly Body magic to clear the skies. That's how that works, correct?"

He chuckled lightly in response. "Well played." In reality, both knew that even if those things might have been possible, both would have expended far more energy than either would be comfortable with, not to mention being the opposite of inconspicuous.

So a hunt for an adequate campsite it was.

That wasn't to say their magic was not still useful. Within the hour, they had built a small shelter, using Ultear's Arc of Time to manipulate the trees around them to appropriate sizes and a combination of their various skills to fell and assemble them. It was crude, and nothing to look at, but it kept them dry and would be easily dismantled in the morning. Such had become commonplace to the nomadic trio when in such terrain.

Jellal's fire magic was employed just enough to make a pile of embers, but he was hesitant to do more given the whole shelter was quite flammable, and the clouds had in fact settled upon snow. It was now falling at a good pace, but that would not likely do much for putting out a fire.

As they further settled in, the ex-Saint was becoming increasingly aware of his own sense of awkwardness toward the situation. Meredy was generally with them by nightfall. He felt off enough while traveling, but at least the ever-changing scenery and circumstances offered a point of conversation. Being alone and still, he felt more obligated to provide adequate company-

Especially with Ultear.

Were he with Meredy, he could take the opportunity to get to know her better. The longer they knew each other, the more they were starting to run out of such topics; and he always did worry she'd prefer it was Ultear rather than he with whom she was alone. But that wasn't too bad.

Ultear he should have known, yet he often wondered how much he did. He'd certainly learned much about her since she and Meredy had saved him from magic jail, mostly of her past and motivations in life. But as for _who_ she was rather than _what or why_, their past relationship was such that he was embarrassed to admit how little he knew. Nor did he want to assume anything based on what he did remember and risk looking a fool if something he'd believed had been just a part of her act. So he found conversation topics... limited.

Finally deciding to at least break the silence, he gazed upward. "..Shame we c-can't see the st-tars tonight."

"Mm?" Ultear glanced his way briefly, then shrugged and looked out into the open. "I suppose. But honestly I find the snow quite lovely." She smiled at it, then idly began twirling a hand to make ice shapes dance just outside. It was one-handed magic, and a part of her felt amused as she could all but feel her mother leering, but she wasn't going for stability or strength at the moment. It was just some lazy fun.

Jellal found himself watching the shapes as they shifted and moved. "Is th-that one a lion..?" he asked at some point.

Ultear sniffed faux-indignantly. "It's a carnation. How do you get lion from that?" Though she tried to sound offended, her amusement was clear.

"W-well... The bloom. Y-you know. It.." He inhaled sharply. Only at that pause and cue did Ultear suddenly realize how much he'd been stuttering.

"...Oh! I'm so sorry. Are you cold?" She frowned.

"...No. I sh-shiver for fffun."

Ultear rolled her eyes. "Let me close this up." With a little magical persuasion, their space became somewhat smaller, but they were enclosed from the outside world.

"It must be nice," Jellal commented, half a tease to his voice. "Not feeling cold at all."

To his surprise, Ultear let out a strong laugh. "You'd think that," she replied. "Right up until you're all but sweating at the first signs of spring! And if _I _stripped in public, imagine the scene it would cause. I swear, the boys got off easy there-." Though smiling as she spoke, she cut off at her final thought, and both fell silent for some time.

She still needed to get around to confronting Lyon Vastia, not for any specific reason but simply because she'd like to know him- to know another person who'd known her mother's love. And Gray... Gray was gone. Erza was gone. All of them... Neither Ultear nor Jellal, nor Meredy who had forgiven Gray and bonded with Juvia, wanted to believe that so much of that poor guild had truly met its end, but hope in such a case was... difficult.

But that was why they did what they did. Why they hunted the wizard who had removed them from this world, both to avenge those they'd come to care for and to prevent any more lives from being lost at his hands. Zeref...

Ultear lost track of how long she sat clouded with such thoughts before finally she looked to Jellal again- "Ah! Jellal-"

The young man's shaking had grown worse, to a point it looked more painful than merely uncomfortable. He seemed to have given up on their smouldering "fire" and held a small flame in his hands instead, though how much it was doing for him was questionable.

"You should say something," she somewhat scolded. "Here. Let me help."

Jellal said nothing to this, but looked to her questioningly. Help?

In response, she motioned for him to dismiss flame, which he reluctantly did. Sliding closer, she draped herself on his back for a moment, wrapping her arms around him. Jellal cringed very slightly, but could not deny he appreciated the warmth.

"Give me your coat.." she whispered in his ear.

"What?"

"Your coat." How would that..?

Sighing, he complied, allowing her to take it as she pulled away from him. Once in her possession, she levitated it briefly. Then, before his very eyes, Jellal watched his longcoat split, and split, and split again, until there were no less than a dozen of them. Did she just- "That-"

Ultear smirked. "Indeed. Alternate slightly varied timelines for it." For all that it was commonplace for all of them, it was moments like this that made him realize to just what degree all three of their guild's members used ancient and almost incomprehensibly powerful magics for absolutely inane purposes. All he could do was laugh, and thank her.

"Of course. I do hope you don't mind sharing, though..." she teased, though it was a serious request. Jellal shrugged. It was her magic, after all, and he owed her for so much more besides. It may have been a little awkward, but he was also all too aware it would not be entirely unpleasant. How could he say no?

In a few minutes, the two of them lay cuddled close in a cocoon of coats. As he grew ever warmer, he murmured, "Thank you.. Ultear.." A few minutes after that, and both had fallen asleep.

* * *

Ultear awoke first, estimating it to be a little before sunrise. Of course, she could not see the outside, and relied more on her own abnormally developed sense of internal time for this. They had fallen asleep face-to-face, or rather her-face-to-his-chest, but it seemed she'd turned at some point so that they were now spooning. Ultear was quite all right with this.

As it was still rather early, she decided she'd let him sleep a while longer. She lay there for some time allowing her mind to wander before finally she noticed him beginning to stir.

At first it was just subtle shifts, such that she was almost surprised she'd noticed. Then one hand ran gently down her side, then a bit later back up to come to rest on her breast. At this point, a small gasp escape her, but it was quickly replaced by a small chuckle.

She turned just enough to see his face and noted his eyes were still closed. Occasional subtle shifts in his body and expression indicated he was not entirely asleep, but neither was he fully awake. He was only semi-conscious, and his continued caressing seemed to be a form of auto-pilot.

The ice witch was not about to protest. It had been far too long since she'd experienced his still-familiar touch in this way, and it sent chills through her which she rarely experienced otherwise.

In time, as his groping became more needy, she began to return the favor, soaking up every chiseled feature of his incredible body. There was a _reason_ that "Siegrain" had once been listed as one of Sorcerer Weekly's Most Eligible Wizard Bachelors. ...Not that Ultear read all that trash and gossip... very often...

She leaned in to kiss his neck, eliciting a very small moan from her half-conscious comrade, then working her way up to kiss his lips. By the second or third kiss, he had begun returning them. This kisses grew deeper, and his hold on her tighter. The firm bulge already pressing against her leg became more and more conspicuous-

Then Jellal's eyes flashed open.

Within seconds, he had put at least a foot of distance between them- unintentionally ripping many of the coats away from Ultear to drag with him in the process, though she didn't care about that- and stared back at her with a mixed expression. She wasn't sure whether it veered more toward embarrassment, shame, or fear.

"Ultear I-.. I didn't-"

She frowned. "What's wrong?" came the entirely too calm response.

"Me. This," Jellal answered quickly. "I didn't mean-.. I didn't realize. I'm so sorry."

"You shouldn't be," she told him softly. "Though you _should_ get back over here.." Despite the wording, it was she who began sliding closer to him- but Jellal halted the advance.

"Ultear, I can't. I-... I'm glad you won't hold this mishap against me, but I'm still sorry." Both that it had happened, and that he apparently had gotten her excited for nothing.

Propping herself on one arm and her head on her hand, then, she gave him a rather neutral if somewhat tired look. "Why can't you..?" she asked simply. "If memory serves correctly, I believe you can _rather well_." Whether successful in persuading him or not, the flattery did color his cheeks darker, which was itself a certain victory for Ultear. She loved seeing how closely she could match the color of his face to the blazen red mark upon it.

Jellal bit the inside of his mouth for a moment as he searched for a response to that. "Look, Ultear... Things just.. can't be like that anymore." Here was the conversation he'd dreaded someday having since the moment she came back into his life.

"But why do you feel that way?"

He took a deep breath as he thought of how to put it. "Because..." Hmm.. "You've become a good friend, but I just don't.. feel_ that way _about you. I'm sorry. When we were.. involved.. in the past, I... I always_ thought _I was just taking advantage of you." That one thing did make her cringe with guilt; after all, as both of them knew, she had always been the one manipulating him. As far as he was concerned, however, whatever she'd done to ruin his life in the past was pardoned when she'd saved his life more recently. As such, his follow-up was fairly neutral, if still slightly acknowledging: "I'm not that person anymore."

Ultear took a moment to take that in. "I understand.." She wasn't done, however. There was still one thing she needed to at least make clear whether it affected his decision or not. "I understand, but... Jellal. You do realize... I never loved you."

He deadpanned.

_Is.. that supposed to make me feel better._ He did not need to voice the words for them to be quite understood. "...Thanks," he stated dryly instead, eliciting a weak laugh from her.

"No, you see... I know you don't love me either. I'm not asking you to." Nor telling, as the case may have been. "All the times we've had sex-" less open than she, his face grew redder still- "were never based on love, nor even a delusion of it. I just find you... incredibly attracitve. Or.. do you no longer think the same of me?"

Jellal wasn't sure which was worse: that coy, sultry undertone or her running a hand over her chest for emphasis. Looking away from her, he grumbled quietly, "Of course I do.." For all that he kept telling her, and himself, that he shouldn't want her, his pants had grown no less uncomfortable since awaking.

"It was always just for fun," she continued upon his answer. "But Jellal..." she whispered, somehow catching his attention far more effectively than when she spoke normally. As his eyes refocused upon her, he found a brief question fluttering through his mind: was she always that pale..?

She closed the gap between them, and this time he did not try to stop her. At least not yet.. Lacing her fingers through his soft blue hair, she leaned in and kissed him- not on the lips, but on the forehead. It was simple and sweet, and he could all but feel a wave of adoration wash over him.

"The thing is.. I care about you now- as a friend, and as a person- far more than I ever have.." Her grin was weaker than he felt it should have been as she echoed, "Or do you not.. feel the same way about me?"

His arm seemed to act of its own accord, repositioning his pile of coat clones to cover her once more, and only upon realizing what he was doing did it fully hit him: _they were still there_. That was why she seemed paler and gentler than usual. She had.. maintained all these time branches all night long? It was impressive if she'd even been able to sleep, but either way with the constant drain on her mana it was no surprise she looked a little rough. He may have said something, but he'd been asked a question.

Touched by his realization, he answered with certainty: "Of course I do.."

"So how..." she began, "could our having a little fun now not be far purer, feel far more natural?" A certain passion flowed through her words. It was not the passion one burns for a soulmate, but for an ideal or a beloved pastime. It was the passion she'd once employed in imagining using her Arc of Time to reshape the world, and that now yearned for a world free of evil- the passion that made Ultear Ultear.

He gave it some serious thought. Admittedly, not quite all of his blood was willing to aid in that, but he still felt confident enough in his cognitive abilities. "So what you're saying is... you want us to start using each other again. But.. as friends, rather than just allies?" The words sounded strange even from his own tongue.

Her smile widened as a soft pleased sound escaped her. "Yes, that's right," she answered softly. "Out of caring, not just mere convenience. To just... have fun, because we can."

Jellal thought it over. In a certain light, it still felt 'wrong', but.. he couldn't seem to come up with a reason for it to feel that way. And when he was being completely honest with himself... He did.. still want her.. "Can it really be that simple..." he sighed, conceding.

"We can_ make _it that simple, if we choose," she reassured him. Finding herself unable to resist, she added, leaning in to whisper seductively into his ear: "And you know.. there's no time like the present."

Few non-magical fok would ever quite understand the unique relationship between wizards and puns. But within the realm of wizards, it seemed like puns worked every time.

As they began to kiss once more, Jellal's extra coats began fading from existence one by one. To his surprise, the last remaining was not the one he was actively wearing. As it dispersed around him, Jellal suddenly stopped.

"..What now?" Ultear asked, barely forcing herself to avoid sounding annoyed or disappointed.

"... Did you just exploit a loophole in the fabric of spacetime to start undressing me."

Oh. That. A grin spread across her lush lips once more. "Perhaps..."

Jellal wasn't sure if he wanted to understand why he found that so hot.

* * *

A few weeks passed, and their new arrangement seemed to be working out well for them. Ultear was not Erza. Jellal doubted anyone would ever be Erza. She was not the brilliant, perfect shining beacon which guided his every step and gave him the will to continue living and working each and every day. In all his life, he doubted anyone else would make him feel quite that way ever again. But the calming touch of a fellow shadow in their dark life made his existence somewhat less lonely.

Furthermore, Jellal was never again at a loss for what to do when they found themselves alone! And in a job as nerve-wracking and seemingly endless as hunting evil, any outlet for relieving stress was naturally appreciated.

But all was not well. From the moment they'd first rendevoused after that first night, Meredy could tell there was something.. different about Ultear. Different between them both, she thought, perhaps, but she always saw her Ultear more clearly than anything or anyone else.

It didn't take her long to figure out what was going on, especially when they started actively making excuses to go off alone together for an occasional half-hour to hour at a time. Their guild was founded largely on safety in numbers, and rarely were they separated without good reason, which usually entailed things taking much longer, so the change was difficult to miss.

As Meredy came to terms with this reality, then, she found she was truly happy for them- yet at the same time, absolutely miserable. And worse, the fact that it _could make _her miserable made her more miserable still.

She wanted... _her_ Ultear... And just being aware of that was agonizing.

Of course, she hid her pain from the others. She was often stoic, but not enough to stand out from her norm, and she saved her tears for the times she was alone.

One night, however, the pinkette decided she could take it no longer. She would never interfere with Ultear's happiness, nor would she risk hurting the team. Jellal was a good man and a worthy ally who she was glad to know, and while she wouldn't hesitate to end him if he hurt her Ultear, she would also leap to his aid without hesitation so long as he didn't betray their trust.

But she had to _know_.

So when Jellal and Ultear went to 'gather firewood', Meredy handled the situation in a way only she could: with a Sensory Link.

She knew her guildmates had always _tried_ to be inconspicuous, so she doubted they intentionally took longer than they needed to. As such, she took a gamble on Ultear's bracers remaining on to hide the mark of their link. (Admittedly, she would have rather linked to Jellal, but she was both less sure of her ability to hide it and of her ability to connect with him the same way.) They never said anything, so it seemed like it worked.

And by all that is magic, did it work.

When the duo returned- with suspiciously little firewood given the lenth of their alleged search, as usual- Meredy seemed to be in an oddly pleasant mood. Both wondered, but figured as long as she was happy, what did it matter why?

Things progressed smoothly for some time.

Each time her comrades would sneak off, Meredy would secretly 'join' them, being careful to merely soak up their feelings and avoid anything that might alert them to her presence. Of course her feelings remained conflicted, and a part of her was incredibly ashamed to be stooping to such a level, but another part quite frankly didn't care. As long as she could feel connected to Ultear in some way, she was happy.

* * *

Then one night, something changed. It was the subtlest shift. As the meteor mage showered his affections upon his icy mistress, that oh so crucial bracer pushed its way up her arm ever so slightly- just enough for a glint of pink light to shine through. Halting abruptly, Jellal found his eyes drawn to it. "What's that?"

"Hm?" It took her a moment before seeing what he meant, but when she did, she went cold. Hurriedly ripping off the accessory, Ultear found herself staring at what could only be her dearest friend's signature mark. "Meredy..."

At first, she was confused and at a loss. Why on earth..? Then a certain fear overcame her, and she began shutting out everything around her looking to feel signs that Meredy was in danger, perhaps trying to contact her this way. Instead, all she felt was a little confusion and worry that seemed slightly different than her own. Curious, another thought slowly formed. Could it.. be...? She began fondling herself slowly, and sure enough she felt that worry ease.

A grin split Ultear's lips as she became more confident that she knew what was going on. "Oh, Jellal..." she purred. "You and I are going to have some fun.."

Back in camp, Meredy was trying to calm herself. The sudden stop had spooked her; had something happened? Or was ah... she found herself blushing, which of course meant that Ultear started unintentionally blushing. Was Jellal having an 'off' night..? Whatever had caused that little hiccup, however, things soon resumed, so she decided she should forget about it.

When her comrades returned to camp, nothing seemed out of the ordinary. _Nothing to worry about_, she assured herself.

* * *

The following night, however, caught Meredy off-guard. Ultear excused herself from camp. ... Just Ultear. She claimed she was checking the nearest village for supplies and might be gone a few hours. "Ah- okay," Meredy had replied. "..Would you like me to come with you, then?" A chance to spend her own quality time with her Ultear was always appreciated, if not the same as Ultear's other 'quality time'.

"No, that's quite all right. Best to minimize the risk, and I know this area fairly well," she assured her comrades. Jellal simply nodded his agreement, and Meredy was left with little choice but to agree as well.

"All right.. Hurry back, then.." _Please, please hurry.._

Then Ultear was gone. This was not the first time Meredy had been alone with Jellal, of course. But.. it _was_ the first time since... She just had to keep her cool, she told herself. As far as he knew, she had no reason to be awkward. Nothing to get worked up abou- "Jellal your _shirt_."

The azure-haired wizard shrugged as he tossed the article aside. "It's rather warm out tonight, don't you think?" he asked casually.

Meredy was not good at the whole fake smile thing. "I.. could dim the fire.." she offered, her words taking a different sort of mechanical quality than that she was sometimes known for.

But Jellal shook his head. "No, this is quite all right." Meredy sighed. Well, that was awkward, but she supposed she could- "Aren't you warm in all that, though?"

The only thing warming was her face. "Not at all," she insisted.

"If you say so.." Dammit Jellal. His voice seemed to hold a constant crooning quality tonight which was inciting rather mixed reactions from the girl.

Suddenly she found him sitting right next to her, his forhead nearly pressed to hers as drab brown eyes stared into bright jade. "Forgive me Meredy," he purred. "I've tried so long to hold myself back, but the truth is I _need _you."

"W-wh-..what?" She found herself fidgeting to get away, but not really covering any actual ground. At this point, her face nearly matched her hair.

"Please, Meredy.." His hand gently cupped her cheek, and he wondered if this was really a good idea when he noticed tears forming in her eyes. He went on regardless, "Tell me you feel the same way.."

"I-" she stammered. "B-.. Je-..." She finally managed to pull away. "No, no! Jellal, I-.. No. I love Ultear! I always have!" She found herself shouting almost involuntarily.

Jellal's eyes widened a bit, eyebrows raising._ I see... _Yes, that did make more sense to him. "Meredy.."

Tears began falling. "You can't tell her!" she demanded suddenly. "Promise me. Jellal, promise me you won't tell Ultear."

He found himself.. feeling honestly bad for the poor girl. But he knew he'd hardly have a chance to apologize, as he could see what she couldn't.

"Tell me what?" came the voice behind Meredy, causing the pinkette to freeze in terror.

Ultear, who had never truly left, took a place on Meredy's opposite side. She seemed a touch surprised herself, but far less so than Jellal, by his guessing. Well, she certainly could have better prepared him.

Meredy found herself pressing against Jellal now without meaning to; he just happened to be in her path as she tried to move away from Ultear. Instinctively, though, his hands moved to her shoulders, and she found herself using him as a brace both physically and mentally, doing her best to shrink into him to hide.

"I'm so... I'm so sorry. Please don't hate me Ur. Please, don't.. think less of..." Her sobs became too harsh to continue.

Ultear frowned, though sympathy filled her eyes. "Why on earth would you think that.."

Meredy seemed nearly angry in her level of shock. "Because you raised me!" she exclaimed. "Y-you. You've been like my _mother_, and I- It's entirely inappropriate!" She should hate her for it.. Her Ultear.. should..

Ultear, however, merely sighed. "Meredy.." The word was gentle enough to stop the tears a moment. "I've told you before, I am far, far too young to have such a mature young lady for a daughter."

The pinkette's lip continued to quiver. "..B-but... I...?"

The older woman laughed softly. "You are beautiful and strong and have talent beyond imagining. The only thing that would be inappropriate would be for you to limit that potential by trying to be something you aren't." She wasn't certain how to take that for a moment, but Ultear continued, "We'll always be a family, Meredy. But in what way is no more set in stone than anything else in this world. Time changes all things. Don't force yourself to stay in the past." She smiled gently. "You've just grown up. That's nothing to be ashamed of."

At that, Meredy leapt forward to embrace Ultear, crying what now were tears of joy into her shoulder. She wasn't mad. She really... She took so long reveling in that fact that it took her a minute to realize what she should really be wondering: "Then.. Ur, you...? About me..?" Meredy was best at words.

Ultear chuckled. "I'm honestly a bit embarrassed to be as surprised as I am," she admitted. "But I'm very flattered." ...Was that all?

"Is..." she began mousily. "...is it Jellal?" Both her fellow guildmates startled a moment at this, then burst into uproarious laughter. Meredy was confused. "What's so funny?"

"Meredy... Sweetie... No. Just... no." It was Jellal who spoke, his words still laced with laughing.

"What?"

"Jellal and I.. We're just friends and guildmates.. with certain benefits," Ultear assured her protegé. Grinning, she added, "But I would think you'd know that.."

"..Www-wha'd'you mean?" She swallowed hard.

"You could feel my feelings, couldn't you?"

Fear overtook the girl again. They.. they knew? "I, I-"

"We're not upset with you.." Jellal interjected, again moving closer, this time to a point that Meredy could no longer move between the two of them. His hands wrapped around her waist, red returning to her face. Part of her wanted him to stop, to go away; it wanted her to be only with Ultear. But another part had grown so accustomed to his touch, even if it had only been through how it felt to Ultear.. The feeling of his affections on her own skin was both strange and familiar, such that she found she couldn't object to the sensation.

Ultear leaned in now and kissed the younger girl's lips gently. "You should have just _said something_," she all but whispered.

Jellal's lips were on her neck then, and then Ultear's at her collar.

"Wwwhat..s..." She could barely speak between embarassment and little gasps.

Ultear began to work out Meredy's clothes; there were no objections. But then she stopped. "Oh, what's this?"

"..huh?" she moaned through her haze.

"It seems we're missing something..." The words were cooed. It took Meredy a moment, but a few charades of sorts from Ultear finally indicated what she was after.

"R..real..ly?" A faint smile came to the girl's face as she once again activated the Sensory Link between herself and her beloved, reveling in the knowledge that every pleasure being doted upon her would please her dearest as well.

Together, her guildmates finished removing her upper clothing, then, and as Ultear's slender hand grasped a now-exposed breast, a light gasp escaped the woman's own lips even as it echoed on Meredy's. "Yesss," she whispered. "That will do quite nicely..."

As both women reacted to Jellal nibbling Meredy's ear and squeezing her inner thigh, he crooned to them, "But is it enough...?"

Without missing a beat, Ultear purred, "Ah, where are my manners..?" The timing combined with her tone almost made Meredy suspect this whole encounter had been more planned than not. ..._oh, dammit_.

"What do you say, Meredy.." His voice was just above a whisper, his breath hot on her neck. "Would you allow me to join your game...?"

Given all the lead-up, the question didn't surprise her, but she wasn't sure if she could.. Sensory Link required very strong feelings. If only Jellal and Ultear really were in love. Then Meredy could use that link. But if it really was just_ a game _to them...

...Did that matter? Even as her own doubts began to plague her, she could feel something else, something foreign. It was adoration. It was.. gratitude. It was all the things Ultear felt for those who knew her evils and accepted her anyway. It was all the things Meredy made her feel.. and Jellal, as well.

Meredy had known that for some time, but it took until just now for it to really, truly sink in: Jellal made Ultear happy. Really, truly, incredibly happy. The physical pleasure was a wonderful bonus, but there was more than that. Meredy knew this. Everything from his companionship to his forgiveness provided her Ultear with its own sort of joy.

Did it really matter if it wasn't "romantic"? There was love here, even if it _was_ the love of friends and family rather than that of soulmates. She was careful not to so much as think of it as "only" that sort of love, for that would imply it was any less real or powerful.

Jellal filled Ultear with the sort of supporting, accepting love she'd longed for all her life and seldom received from anyone but Meredy herself. In realizing this, she found that... for giving her dearest such a gift, Meredy loved his very existence.

Suddenly, the pinkette realized she could feel a certain pressure against her chest, though she could clearly see nothing there, what with Ultear having momentarily stopped teasing her. She realized then it was the feeling of her own back against Jellal's chest.

Lips again went to her neck, followed by a light bite and a gasp. "So this is your Sensory Link.." he breathed softly. It was almost too much for him to take in.

Ultear grinned with satisfaction. "Yes..." Turning somewhat devious, she moved away just enough to give them both a good view, then began slowly touching herself, one hand fondling her breasts as the other slipped past her waistline, her skintight clothing leaving little to the imagination regarding just what that hand was doing. She positively drank in their reactions as she did so.

For Meredy, the combination of sight and sensation was wonderful, and she simply enjoyed it as thoroughly as she could. For Jellal, however, the reaction was rather more mixed, as he was feeling pleasure in places he _didn't actually have_. It was strange beyond measure, yet he could not bring himself to complain beyond a raggedly whispered- and appropriate- "Fff...fuuuuck..."

Ultear laughed deeply, as if to ask:_ what's wrong? Too much?_

But he wasn't about to let her have all the fun- even if that fun was technically shared as well. No, feeling the mental satisfaction she was getting from this maneuver only made him desire revenge that much more. As she should have been well aware, Jellal never would have made such a wonderful puppet if he didn't have his own streak of maniacal darkness buried inside him.

Upon regaining control of himself, Jellal wrapped one arm tight around his younger companion, grasping her farther breast; while the other hand trailed down to begin working her belt. "Meredy.." he whispered. "It seems our dear Ultear needs to be taught a lesson. Would you help me, sweet Meredy...?"

The sensory wizard had fallen back into a haze, caring little what happened from this point onward so long as all these feelings and sensations continued. "Uh... Uh-huh..."

Ultear found herself mildly concerned, but she'd certainly not show as much, and did her best to mask the feeling as well. At any rate, she was.. _curious_.. and so allowed them to continue.

With a little guiding of her movements, Jellal soon had Meredy entirely naked and lying on her back on her bedroll, and found himself alternating between removing what remained of his own clothing and stopping to dote upon her body, fighting his own reactions when he did so.

At one point, he did stop to wonder just how... experienced Meredy was. She was pretty young, and he didn't recaaall her ever mentioning past relationships. Still, he hadn't known her especially long, nor ever had reason to overly concern himself with what she did in her free time, and he was certain she or Ultear would have said something by this point if he should be concerned. Still, no harm in making sure she was warmed up, right?

That train of thought held only until his tongue made contact. _Right. That _was the harm it could do.. He continued regardless, lapping and swirling it over her hot sex, but this did not last terribly long before the combination of his own administrations and Ultear's continued stroking herself caused him to decide he was the one taking the most punishment here.

_Just wait.._ he thought toward the smug witch. Positioning himself over Meredy as his underwear finally came off, he worked to dissolve any lingering reservations he had about this whole endeavor. The wizard leaned in such that the length of his staff rubbed against her entrance. He kissed her neck once again, then pulled back to look into her eyes. One last time, he asked, "Are you sure..?"

Whimpering, Meredy managed to squeak out, "T..take me.." _Take me for Ultear._

She thought she was ready, but the moment he thrust forward, all three of them stopped, caught in a strange dissonance between his pleasure and her pain. Meredy herself cried out just a little, and the others fought the urge to do the same. Honestly, though, it.. It wasn't that bad, especially weighted against the others's feelings. Even on its own, though, it was more a mild discomfort than particularly hurtful. Thus, she quickly urged him, "I'm fine. Don't stop.."

With a deep breath, Jellal nodded, if with a quick leer at Ultear as if to say _you could have warned me_. Still, he could hardly object when he could literally feel how much she wanted this. So- slowly, more carefully- he continued.

It did not take long for her body to grow accustomed to his, but the associated sensations were another issue. His plan seemed to be working in-as-far as making the girls- particularly a certain smug time witch- feel the parts they didn't have as revenge, but he had quickly realized that masturbating would have been much more effective if that was his primary goal. This, however, was double-edged- yet he couldn't stop.

Not even when Ultear begged.

Actually, that spurred him on harder, picking up his pace, causing all three of them to moan, though they could no longer tell if it was due more to his or Meldy's pleasure. After a shudder, Ultear gave a laugh which both offered her conceit and assured she'd see revenge in due time. "At least.." she rasped, "wait a moment.."

At this, he still did not stop, but slowed greatly long enough to allow her to strip and join them. Meredy turned over to her hands and knees, and Ultear lay before her. Going on a mixture of Jellal's earlier example and a search for whatever felt best to her through the link, the younger woman enthusiastically buried her face in her mentor's moist snatch, even as Jellal's mystic rod continued to delve deep into her.

The overwhelming feeling of being eaten even as she was being pounded, and the feeling of doing that pounding besides- the abundance of Maguilty pleasure was hard to take for long, and the younger girl quickly reached her limit. Naturally, her comrades felt_ this _as well, yet their own bodies continued to ache for release- a yearning she also shared.

Meredy was brought to her second orgasm before deciding she could take no more- at least directly- and bowing out to allow them to finish while she watched and soaked up the sensations.

Jellal came next, and Ultear seemed quite content to let it end with that.

Panting, Meredy attempted to ask, "U-...Ur... Don'tchu...?" It was all she could manage, but it was enough.

Sounding rather satisfied in spite of things, Ultear moved to lie beside her, holding the younger girl tightly. "I think.." she cooed softly, "Three times is quite enough for tonight..."

Jellal and Meredy each had to grin at her meaning, and the latter took this time to end their Sensory Link. That was quite enough of that for tonight, as well..

The azure-haired wizard brought his own bedroll over to make more room and lie on Meredy's other side, draping an arm over her to wrap around Ultear as well. A part of him felt like he should be asking if they were satisfied with the night's events, or this arrangement in general, or if they would like to continue, but he knew asking would be redundant. "That is.." he started, "truly some impressive magic.."

The girl would have beamed from the praise if she wasn't already smiling as hard as she could, nestled between the two of them. She had to wonder... in ancient times, before her type of magic became 'lost', had this sort of use for it been commonplace? Meredy had to imagine it was...

* * *

Some days later, the trio was settling down for the evening to make camp. Meredy quickly kissed Ultear as the latter left to draw water for the evening's dinner. The prior then rejoined Jellal, setting up their supplies while he prepared some vegetables .

"So did you two finally make it official, then?" the young man teased the elated girl.

Meredy's eyes flashed up at him a moment before she returned to her task. "Maybe," she chimed.

Jellal chuckled softly. "Well, maybe-congratulations." For all that he was happy for them, he realized he also sighed a bit to himself. _And here we are again_, he thought, though he couldn't help but smirk a bit as he did.

Despite that, he suddenly heard, "Everything all right?"

Caught a bit off-guard, he replied, "Why wouldn't it be?" That wasn't going to work, was it.

With a grin, Meredy teased, "You know I can find out if you make me.."

Jellal sighed. "She's rubbed off on you far too much, you know.." That said, he could tell the girl wasn't relenting. May as well do this the easy way, then. "I don't know.. The two of you are just so close. I suppose I sometimes wonder if there's.. really room for me?" He tried to shrug it off, downplaying the actual level of insecurity.

Meredy stopped what she was doing. "...I." He cringed. "Jellal, how could you think that?"

Ah, crap. "Well I.. I know I contribute. It's just.. I'm a highly studied sorcerer, but the two of you wield lost magic. I know you both.. appreciate me in bed, but.. The two of you are lovers, and I'm just..."

A brief silence fell before he finally added, "I guess I feel like a third wheel. That's all."

To his surprise, a sad laugh escaped Meredy. It continued as she moved closer, her eyes watering slightly. "Jellal.." Her voice was filled with such compassion, he wasn't sure how to respond. "We don't _need _you."

What was it with these women and saying the worst things to try to comfort him.

She kneeled to wrap her arms around him, then, and her head lay gently against his chest. "But we do want you. We care about you." _They... _Slowly, his hands moved to rest on her shoulders.

"I think..." she started carefully, moving back just enough to look up at him. "A third wheel is perfect," she chimed.

Jellal blinked. Her tone didn't quite.. Dryly, he urged, "... Do explain."

Meredy smiled. "A two-wheeled vehicle, like a magicycle, works fine, right? It's totally functional all on its own."

"...Yyyes?"

"But.. A three-wheeled vehicle is more stable." Uh. He.. supposed..? "At least as long as it's built that way. Its got its own limitations, but it's much harder to knock over. All the parts hold each other up." He had.. heard that term used negatively for so long, it had never even occured to him to apply it practically.

She kissed his cheek as she stood again. "Besides, without you, I never would have the courage to tell Ultear how I felt!"

This brought a smile to his face. "I do doubt that. You would have eventually." Also, it had been Ultear's bright idea combined with Meredy not knowing she'd been in earshot that led to that particular confession, but Jellal decided he didn't need to sweat the details. "But... thank you, Meredy."

They each returned to their duties, then, and when Ultear returned she found Meredy looking quite pleased with herself and Jellal more at peace than she'd seen him in a while.

As she came to set the water down near their fire, she casually asked, "Did I miss something?"

Jellal could only smile. "Not really.. I'm just.. very happy to know you both."

Hm. What could have brought that on? Ultear shrugged it off, though. "Well, the feeling is mutual," she teased in return.

He knew it was. As the great Wizard Saint looked around their humble campsite, his heart swelled. No matter what anyone else may have thought of them, past or present, he knew it didn't matter. This was his beloved family. They shared a common name, emblem, ideals.. They shared a common heart. They were his precious guild. And nothing could make Jellal doubt that.

* * *

A/N: I wrote a fanfic for the first time in eight years. I am feeling rather accomplished. :'3

Read and Review! I'd love any feedback or critique on characterization, pacing, quality, or anything of the sort~

That said, I'd rather prefer not to see the concepts of triads or friends with benefits in general being bashed, as that's less to do with the story or fandom and more with personal views. At any rate, I find fics like this to be rather rare, so it certainly can't be hurting to add to the tiny pool for those who enjoy it, eh~? :3 Thank you for understanding!


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